Representations and Guarantees. 3.1 Either party hereto shall make the following representations and guarantees to other parties: (1) Such party is an independent legal person established in accordance with legal procedures and subsisted effectively with complete relevant procedures or a natural person with the full capacity for civil conducts and rights; (2) Such party shall be entitled to sign this Agreement and perform the obligations hereunder; (3) Such party shall have authorized its authorized representatives the right to sign this Agreement and the provisions of this Agreement shall have legally binding effects to it from the effective day; (4) The signing, submission and performance of this Agreement: (i) shall not have conflicts with the following documents, breach their provisions or breach the following documents after receiving relevant notices or with the passage of time: (A) their business licenses, articles of association, approvals, government approvals on its establishment, the agreements in relation to its establishment or any other guidance documents, (B) any other laws and regulations having binding effects on them, (C) any contracts or other documents to which they are parties in question or having binding effects on them or their assets; (ii) shall not cause their assets to have any mortgages or other encumbrances or make any third parties to be entitled to establish any mortgages or encumbrances on their assets, except the pledge established on the equities of the Target Company in accordance with the Equity Pledge Agreement signed on 23 December 2013 and the exclusive purchasing right established in accordance with the Exclusive Option Agreement; (iii) shall not result in the termination or modification to the provisions of any contracts or other documents to which they are parties in question or having binding effects on them or their assets or cause any other third parties to be entitled to terminate or modify the provisions of such documents; (iv) shall not result in the suspension, revoking, damage, confiscation or unrenewablity upon expiry of any government approvals, licenses, registration etc. applicable to them; (5) There are no happened and pending lawsuits, arbitrations or other judicial or administrative procedures affecting the ability of such party in performing the obligations hereunder and to its knowledge, no one threat to take the foregoing actions; (6) The party has disclosed to other parties all documents possibly having significant and adverse effects on its ability in full performance of the obligations hereunder issued by any government authorities and there are no untrue statements or the omission of any important statements on any important facts in the documents previously provided to other parties by it; and (7) Once Wanchi Technology makes requests, such party shall sign necessary documents and take all necessary actions to the satisfaction of Wanchi Technology to assist Wanchi Technology in completing the transfer of the equities in the Target Company. 3.2 ZhongJinfu and YunShuiyue shall guarantee to Wanchi Technology that they are the shareholders of the Target Company registered in the industrial and commercial register and set out in the register of members when this Agreement came into effect. In accordance with this Agreement, the entruster can fully exercise the entrustment rights in accordance with the articles of association of the Target Company then in force and the provisions of laws and regulations. 3.3 Dai Di, Dai Hao, Xxx Xx, ZhongJinfu and YunShuiyue shall guarantee to Wanchi Technology that they have made or procured their ultimate shareholders and directors to make (where applicable) all proper arrangements and sign all necessary documents to guarantee that when they died, lost the capacity for act, went bankrupt, be liquidated (where applicable), divorced or had other circumstances may affect their exercising of the equities, their successors, guardians, creditors, spouses and others can obtain the equities or relevant rights herefrom shall not affect or impede the performance of this Agreement. 3.4 Dai Di, Dai Hao and Xxx Xx further undertake that prior to the exercising of the Exclusive Purchasing Right by Wanchi Technology in accordance with the Exclusive Option Agreement, where their deaths, bankruptcies, divorces and other circumstances resulting in the changes of the actual shareholders of the Target Company, their xxxxx, divorce agreements and debts agreements shall be subject to this Agreement. The effectiveness of this Agreement shall prevail over their xxxxx, divorce agreements and debts agreements. 3.5 Dai Di, Dai Hao, Xxx Xx, ZhongJinfu and YunShuiyue shall guarantee to Wanchi Technology that they hereby give up all rights entrusted to Wanchi Technology or the Designated Persons under Clause 1.1 hereof and shall not arbitrarily exercise such rights. 3.6 Wanchi Technology shall warrant that it shall exercise the Exclusive Purchasing Right under the Exclusive Option Agreement as soon as practicable on the day when Wanchi Technology is permitted to directly conduct the pawning business by Chinese laws in order to make Wanchi Technology directly conduct the pawning business and terminate the Structural Contracts with the Target Company and other relevant parties. 3.7 Where the representations and guarantees of either party are untrue or inaccurate, it shall constitute the significant breaching of the contract by such party.
Appears in 3 contracts
Samples: Proxy Agreement, Proxy Agreement, Proxy Agreement
Representations and Guarantees. 3.1 Either party hereto shall make the following representations and guarantees to other parties:
(1) Such party is an independent legal person established in accordance with legal procedures and subsisted effectively with complete relevant procedures or a natural person with the full capacity for civil conducts and rights;
(2) Such party shall be entitled to sign this Agreement and perform the obligations hereunder;
(3) Such party shall have authorized its authorized representatives the right to sign this Agreement and the provisions of this Agreement shall have legally binding effects to it from the effective day;
(4) The signing, submission and performance of this Agreement: (i) shall not have conflicts with the following documents, breach their provisions or breach the following documents after receiving relevant notices or with the passage of time: (A) their business licenses, articles of association, approvals, government approvals on its establishment, the agreements in relation to its establishment or any other guidance documents, (B) any other laws and regulations having binding effects on them, (C) any contracts or other documents to which they are parties in question or having binding effects on them or their assets; (ii) shall not cause their assets to have any mortgages or other encumbrances or make any third parties to be entitled to establish any mortgages or encumbrances on their assets, except the pledge established on the equities of the Target Company in accordance with the Equity Pledge Agreement signed on 23 December 2013 and the exclusive purchasing right established in accordance with the Exclusive Option Agreement; (iii) shall not result in the termination or modification to the provisions of any contracts or other documents to which they are parties in question or having binding effects on them or their assets or cause any other third parties to be entitled to terminate or modify the provisions of such documents; (iv) shall not result in the suspension, revoking, damage, confiscation or unrenewablity upon expiry of any government approvals, licenses, registration etc. applicable to them;
(5) There are no happened and pending lawsuits, arbitrations or other judicial or administrative procedures affecting the ability of such party in performing the obligations hereunder and to its knowledge, no one threat to take the foregoing actions;
(6) The party has disclosed to other parties all documents possibly having significant and adverse effects on its ability in full performance of the obligations hereunder issued by any government authorities and there are no untrue statements or the omission of any important statements on any important facts in the documents previously provided to other parties by it; and
(7) Once Wanchi Technology makes requests, such party shall sign necessary documents and take all necessary actions to the satisfaction of Wanchi Technology to assist Wanchi Technology in completing the transfer of the equities in the Target Company.
3.2 ZhongJinfu and YunShuiyue shall guarantee to Wanchi Technology that they are the shareholders of the Target Company registered in the industrial and commercial register and set out in the register of members when this Agreement came into effect. In accordance with this Agreement, the entruster can fully exercise the entrustment rights in accordance with the articles of association of the Target Company then in force and the provisions of laws and regulations.
3.3 Dai Di, Dai Hao, Xxx Xx, ZhongJinfu and YunShuiyue shall guarantee to Wanchi Technology that they have made or procured their ultimate shareholders and directors to make (where applicable) all proper arrangements and sign all necessary documents to guarantee that when they died, lost the capacity for act, went bankrupt, be liquidated (where applicable), divorced or had other circumstances may affect their exercising of the equities, their successors, guardians, creditors, spouses and others can obtain the equities or relevant rights herefrom shall not affect or impede the performance of this Agreement.
3.4 Dai Di, Dai Hao and Xxx Xx further undertake that prior to the exercising of the Exclusive Purchasing Right by Wanchi Technology in accordance with the Exclusive Option Agreement, where their deaths, bankruptcies, divorces and other circumstances resulting in the changes of the actual shareholders of the Target Company, their xxxxx, divorce agreements and debts agreements shall be subject to this Agreement. The effectiveness of this Agreement shall prevail over their xxxxx, divorce agreements and debts agreements.
3.5 Dai Di, Dai Hao, Xxx Xx, ZhongJinfu and YunShuiyue shall guarantee to Wanchi Technology that they hereby give up all rights entrusted to Wanchi Technology or the Designated Persons under Clause 1.1 hereof and shall not arbitrarily exercise such rights.
3.6 Wanchi Technology shall warrant that it shall exercise the Exclusive Purchasing Right under the Exclusive Option Agreement as soon as practicable on the day when Wanchi Technology is permitted to directly conduct the pawning business by Chinese laws in order to make Wanchi Technology directly conduct the pawning business and terminate the Structural Contracts with the Target Company and other relevant parties.
3.7 Where the representations and guarantees of either party are untrue or inaccurate, it shall constitute the significant breaching of the contract by such party.
Appears in 1 contract
Samples: Proxy Agreement
Representations and Guarantees. 3.1 Either party hereto shall make the following representations and guarantees to other parties:
(1) Such party is an independent legal person established in accordance with legal procedures and subsisted effectively with complete relevant procedures or a natural person with the full capacity for civil conducts and rights;
(2) Such party shall be entitled to sign this Agreement and perform the obligations hereunder;
(3) Such party shall have authorized its authorized representatives the right to sign this Agreement and the provisions of this Agreement shall have legally binding effects to it from the effective day;
(4) The signing, submission and performance of this Agreement: (i) shall not have conflicts with the following documents, breach their provisions or breach the following documents after receiving relevant notices or with the passage of time: (A) their business licenses, articles of association, approvals, government approvals on its establishment, the agreements in relation to its establishment or any other guidance documents, (B) any other laws and regulations having binding effects on them, (C) any contracts or other documents to which they are parties in question or having binding effects on them or their assets; (ii) shall not cause their assets to have any mortgages or other encumbrances or make any third parties to be entitled to establish any mortgages or encumbrances on their assets, except the pledge established on the equities of the Target Company in accordance with the Equity Pledge Agreement signed on 23 December 2013 and the exclusive purchasing right established in accordance with the Exclusive Option Agreement; (iii) shall not result in the termination or modification to the provisions of any contracts or other documents to which they are parties in question or having binding effects on them or their assets or cause any other third parties to be entitled to terminate or modify the provisions of such documents; (iv) shall not result in the suspension, revoking, damage, confiscation or unrenewablity upon expiry of any government approvals, licenses, registration etc. applicable to them;
(5) There are no happened and pending lawsuits, arbitrations or other judicial or administrative procedures affecting the ability of such party in performing the obligations hereunder and to its knowledge, no one threat to take the foregoing actions;
(6) The party has disclosed to other parties all documents possibly having significant and adverse effects on its ability in full performance of the obligations hereunder issued by any government authorities and there are no untrue statements or the omission of any important statements on any important facts in the documents previously provided to other parties by it; and
(7) Once Wanchi Technology makes requests, such party shall sign necessary documents and take all necessary actions to the satisfaction of Wanchi Technology to assist Wanchi Technology in completing the transfer of the equities in the Target Company.
3.2 ZhongJinfu and YunShuiyue shall guarantee to Wanchi Technology that they are the shareholders of the Target Company registered in the industrial and commercial register and set out in the register of members when this Agreement came into effect. In accordance with this Agreement, the entruster can fully exercise the entrustment rights in accordance with the articles of association of the Target Company then in force and the provisions of laws and regulations.
3.3 Dai Di, Dai HaoXxx Xxx, Xxx Xx, ZhongJinfu and YunShuiyue shall guarantee to Wanchi Technology that they have made or procured their ultimate shareholders and directors to make (where applicable) all proper arrangements and sign all necessary documents to guarantee that when they died, lost the capacity for act, went bankrupt, be liquidated (where applicable), divorced or had other circumstances may affect their exercising of the equities, their successors, guardians, creditors, spouses and others can obtain the equities or relevant rights herefrom shall not affect or impede the performance of this Agreement.
3.4 Dai Di, Dai Hao Xxx Xxx and Xxx Xx further undertake that prior to the exercising of the Exclusive Purchasing Right by Wanchi Technology in accordance with the Exclusive Option Agreement, where their deaths, bankruptcies, divorces and other circumstances resulting in the changes of the actual shareholders of the Target Company, their xxxxx, divorce agreements and debts agreements shall be subject to this Agreement. The effectiveness of this Agreement shall prevail over their xxxxx, divorce agreements and debts agreements.
3.5 Dai Di, Dai HaoXxx Xxx, Xxx Xx, ZhongJinfu XxxxxXxxxx and YunShuiyue shall guarantee to Wanchi Technology that they hereby give up all rights entrusted to Wanchi Technology or the Designated Persons under Clause 1.1 hereof and shall not arbitrarily exercise such rights.
3.6 Wanchi Technology shall warrant that it shall exercise the Exclusive Purchasing Right under the Exclusive Option Agreement as soon as practicable on the day when Wanchi Technology is permitted to directly conduct the pawning business by Chinese laws in order to make Wanchi Technology directly conduct the pawning business and terminate the Structural Contracts with the Target Company and other relevant parties.
3.7 Where the representations and guarantees of either party are untrue or inaccurate, it shall constitute the significant breaching of the contract by such party.
Appears in 1 contract
Samples: Proxy Agreement
